terms and conditions

REGISTERED USER AGREEMENT – BLOCKTUNES

ANY PERSON OR ENTITY ("User" or “You”) USING OR OTHERWISE ACCESSING THE SITE AT www.blocktunes.org (“Site”) OR ANY OF THE INFORMATION CONTAINED WITHIN THE SITE MUST AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF THIS REGISTERED USER AGREEMENT ("Agreement").

PERSONAL DATA: You agree to provide only true, accurate and complete information to us via the Site. Any personal information provided by User will be treated with appropriate care and security.

Contracting Parties

The Site, together with all content, data, and other materials contained therein (“Content”) are owned or controlled by Blocktunes Limited, a company registered in England with its registered office at 71-75 Shelton Street, London WC2H 9JQ, UK (“Company”, “we”, “us”, or “our”).  When User registers or otherwise accesses the Site and/or use the Service, User is contracting with Blocktunes Limited.

The Service

Company offers to Users the opportunity to obtain an original sound recording (“Blocktune”) based on elements or “stems” of pre-existing recordings (“Source Recording(s)”) embodying pre-existing compositions (“Source Composition(s)”) randomly selected from a pre-curated collection offered by Company (“Collection”). Such stems are provided to Company by certain third party musician creators (“Suppliers”). Before receiving a Blocktune, a User must purchase an ERC-721 non-fungible token (“NFT”) in respect of a Blocktune built on the Ethereum Blockchain (“Mint”, “Minting” and “Minted” being construed accordingly for the purposes of this Agreement), which uses Ethereum Virtual Machine smart contracts (self-executing contracts with the applicable terms being directly written into lines of code on the Ethereum Blockchain) to link to or otherwise be associated with certain content, or data. At the point of Minting, the Blocktune shall be unknown to User and shall be revealed and made available for download on a date reasonably promptly after Minting. Together the foregoing is the “Service”. 

Blocktunes’ Exclusion of Liability 

YOU SHALL BE ENTITLED TO EXPLOIT AND MAKE AVAILABLE YOUR BLOCKTUNE(S) THROUGH ANY MEDIA PROVIDED THAT, USER AGREES AND ACKNOWLEDGES THAT EACH BLOCKTUNE IS DERIVED FROM SOURCE RECORDINGS USED FOR THE SAME PURPOSES AND ACCORDINGLY USER’S BLOCKTUNE MAY BE SUBSTANTIALLY SIMILAR TO  ANOTHER USER’S BLOCKTUNE. USER HEREBY WARRANTS AND REPRESENTS THAT USER IS AWARE OF SUCH POTENTIAL SIMILARITY AND USER SHALL INDEMNIFY COMPANY AGAINST ANY LOSS INCURRED BY COMPANY IN CONNECTION WITH ANY DISPUTE RELATED TO OR BASED ON SUCH SIMILARITY.

Licensed Use of the Site and the Service

User is granted a limited, non-exclusive, non-commercial, personal, non-assignable, non-transferable, non-sub licensable, and revocable license to access and use the Site and the Service.

By accessing and using the Site and the Service, User undertakes not to:

    • download a Blocktune with the intention of subsequently Minting such Blocktune via any other site, service, or platform, without the prior written consent of Company;
    • use the Service for any illegal or unauthorised purpose including creating or displaying illegal content of any kind;
    • create or display NFTs that promote suicide, self-harm, discrimination, incite hate or violence or encourage or promote any activity that brings Company into disrepute and/or derogates from this Agreement;
    • use the Site or our Service in a manner that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable (in Company’s reasonable opinion);
    • reverse engineer, disassemble, decompile, or otherwise attempt to obtain the source code or structure, sequence, ideas, information, and organisation of all or any part of the Service;
    • use the Site or Service in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from enjoying the Service, including by distributing a virus, “Trojan Horse”, hardware, crawlers, data mining tools, robots, or any other harmful code, or through unauthorised access to the Site or other users’ accounts;
    • copy, imitate, or use, in whole or in part, any trademarks, registered or unregistered IP rights, product names, and logos on the Site without the permission of the applicable right holder;
    • allow or assist anyone else to use User’s account or password to access the Site or use the Service;
    • assist anyone who is not a User in obtaining access to any secured area of the Site;
    • engage in phishing or obtaining financial or personal information for fraudulent or misleading purposes;
    • use the Site or the Service for any advertising or marketing activity of any kind without obtaining Company’s prior authorisation;
    • use the Site or the Service for money laundering, terrorist financing or other illegal finance;
    • pose as another person or claim a username for name squatting;
    • use any Content or the Site in any way that would create a separate content service or that replicates any part of the Site or the Service;
    • attempt to and/or trade any NFT or Blocktune “off-chain” or on any non-publicly accessible service;
    • engage in any off-chain transactions with any Blocktune, NFT or any products accessible through the Site
    • use the Site or Service to create NFTs or other items that give owners’ rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments.

IP Rights in Your Blocktune

Following delivery to you of a Blocktune, we shall irrevocably assign to you the copyright in and to the sound recording comprising your Blocktune (but, for the avoidance of doubt, not the applicable underlying Source Composition, rights in which are licensed to you on a perpetual, worldwide, non-exclusive basis) in each case subject to the terms of this Agreement (“Assignment”). 

Additionally, User hereby grants Company a non-exclusive perpetual licence to use User’s Blocktune(s) and User’s name for Company’s promotional and advertising purposes, including without limitation on the Site, Company’s “gratis” streaming service, Company’s social media channels, and Company’s live and other public promotional events. 

User shall be entitled to exploit User’s Blocktune(s) as a copyright sound recording in accordance with this Agreement, including by posting such recording(s) on streaming and download music stores and services (and Company shall not be entitled to any commission or royalty from any such use of the recording with the Blocktune but User shall use best efforts in relation to any exploitation of the Blocktune to report the Source Composition-related information and metadata provided by Company hereunder and provide reasonable assistance for Company to remain informed of the details of such exploitations including without limitation by providing data and promptly responding in writing to Company’s reasonable requests). User shall not be entitled to collect any public performance or broadcast income therefrom or to register such recording with the Phonographic Performance Limited (or similar “neighbouring rights”) societies anywhere and for the avoidance of doubt all performing and/or other rights income derived from exploitation of the Source Composition(s) shall be reserved to Company and its licensors (but User is granted all rights and approvals in and for the Source Composition as necessary or desirable for exploitation of the Blocktune hereunder). User shall also be entitled to sell the Blocktune as an NFT via third party marketplaces provided that each subsequent sale (any “secondary sale”) complies with the terms of the applicable smart contract pursuant to which Company shall be entitled to a commission of seven point five percent (7.5%) of such sales proceeds (net only of applicable bona fide, third party platform commissions).  For clarity, the owner of an NFT shall also be the owner of the copyright in and to the sound recording embodied in the applicable attendant Blocktune.

Company, unless otherwise stated herein, owns or controls all relevant intellectual property rights in the Site and the Content. You may not publish, distribute, extract, re-utilise, or reproduce any part of the Site or the Content in any form (including storing it in any medium) other than as expressly allowed herein or as set out in the Site and the Content (or under UK or local law). THE SITE AND THE CONTENT ARE INTENDED ONLY FOR THE PURPOSES SPECIFIED OR IMPLIED THEREIN, AND YOUR USE OF THE SITE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. Please note, whilst we endeavour to provide accurate and up-to-date information, the Content may not be wholly accurate or up-to-date, complete or free of defects, and is subject to change, often at very short notice. ALL CONTENT IS PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND (IMPLIED OR EXPRESS) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. Save as expressly set out in this Agreement, the Site and the Content are for your personal use only, and are not for re-distribution, transfer, assignment or sublicense.

User acknowledges and agrees that the fees payable for a Blocktune include the Minting fee and the related “gas” fee.

User agrees and undertakes to maintain (and shall require its contractors and licensees to maintain) complete and accurate books and records as necessary to verify compliance with this Agreement.  During the Term of this Agreement, and for six (6) years thereafter, at reasonable times and on reasonable notice, Company shall have the right to inspect and audit such books and records. 

Cryptocurrency E-Wallet

A cryptocurrency e-wallet is a digital wallet that allows cryptocurrency users to store and retrieve their digital assets (“E-Wallet”). Company is not an E-wallet provider and does not operate, maintain, or affiliate with any e-wallet providers. Company accepts no responsibility for, or liability to User, in connection with User’s use of their E-Wallet and makes no representations or warranties regarding how the Service will operate with any specific e-wallet. By using an E-Wallet in connection with the Service, User agrees that User is using their E-Wallet or any other third party’s e-wallet under the terms and conditions of the applicable e-wallet provider.

Risks associated with NFTs

User acknowledges and agrees the following risks to User when accessing the Site and/or using the Service:

    • Prices of NFTs are volatile and may be subject to fluctuation;
    • Fluctuations in the price of other digital assets, namely cryptocurrencies such as Ether, can materially and adversely affect the Service; 
    • The regulatory and tax regime governing blockchain technologies, NFTs, cryptocurrency, and any crypto-based items is uncertain. As a result, legislative and regulatory changes, or actions at state or international level may materially adversely affect the development and the use of the Service, and the use, utility, transfer, exchange, and value of the NFTs. User is solely responsible for determining what, if any, taxes and/or regulatory regimes apply to User’s transactions;
    • Transactions on blockchain technology and transactions relating to NFTs, including the Minting of NFTs are irreversible. User understands that losses due to fraudulent or accidental transactions may not be recoverable. Company has no ability to reverse any transactions on the blockchain; 
    • NFTs exist only because of the ownership record kept in the associated blockchain. Any transfers, sales, or other transactions occur on the associated blockchain and Company cannot in any way control the transfer of title or right in any NFTs or underlying asset or associated items or content;
    • The Service relies on third-party platforms and e-wallet providers. Access and use of third-party sites and e-wallet providers, including the information, material products, and services on third party sites or available through third party sites, is solely at User’s own risk.

User understands and agrees that User is solely responsible for determining the nature, potential value, suitability, and appropriateness of the foregoing risks for themselves. 

Liability

User agrees that the liability of Company to User under this Agreement shall be limited to the greater of the amount User has actually paid to Company for its goods or services and £100. Except as set out herein, we shall not be liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising out of User’s use of the Site or in relation to the goods and/or services that we provide. Nothing in this Agreement shall operate to limit or exclude liability for death or personal injury caused by negligence.

Third party websites and services

Company may provide User with access to third-party websites, databases, networks, products, services, or information, including without limitation linked services (“External Services”). Company does not have or maintain control over External Services, and is not and cannot be responsible for their operation, use or content. User is solely responsible for reviewing any terms of use, policy, or other terms governing use of these External Services.

Warranties

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW IN YOUR TERRITORY, ALL COMPANY PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY MATERIALS OR SERVICES OBTAINED BY YOU FROM THE SITE OR THE APP, FROM US, OR FROM ANY THIRD PARTIES' WEBSITES TO WHICH THE SITE OR THE APP IS LINKED, WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE USE OF THE SERVICES IS AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER DEVICE OR SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

User hereby warrants and represents that User has the right and power to enter into and fully perform all of its obligations under this Agreement; User will defend, indemnify, and hold harmless Company, its parents, subsidiaries, affiliates, directors, officers, employees, and agents, with respect to any claim, demand, cause of action, or debt or liability brought by or claimed by any third party, including attorneys’ fees, to the extent that any such claim is based upon or arises out of a breach of any of User’s representations, warranties, covenants, or obligations. If you encounter or become aware of any objectionable or infringing or unlawful content posted anywhere on the Site, please immediately report such material (and the specific page on which it is found) to blocktunesltd@gmail.com. Please note that there may be adverse legal consequences if you make a false or bad faith allegation through this process.

Indemnity 

User agrees to indemnify Company for any loss or damage that may be incurred by Company, including without limitation legal fees, arising from User's use of the Site, the Service, the NFTs or User's use of any material or information obtained through the Site. Company shall not be responsible for any communication failures, errors, delays, disruptions, or delays User may experience when using the Site, User’s E-wallet, the Service, or any blockchain network, however caused.

Trademark

The brands, products and service names used or appearing within the Site (including, without limitation, “Blocktunes”) are the trademarks or trade names of Company or its trading partners unless otherwise stated.  User may not distribute products or offer services under or by reference to or otherwise use or reproduce any such trademarks or trade names without the prior written consent of Company.

No Partnership. 

User’s use of the Site, the Service, and/or its content creates no partnership, client, fiduciary, or other professional relationship.

Entire Agreement

This Agreement constitutes the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding these Terms.

Severance

If any part, term, or provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any relevant law, the remaining portions or provisions shall remain valid and continue in full force and effect.

No Waiver

No waiver, express or implied, by either party of any term or condition or of any breach by the other of any of the provisions of this Agreement shall operate as a waiver of any breach of the same or any other provision of this Agreement.

Variation

We reserve the right to change, replace or modify of this Agreement at any time and in our sole discretion, but for clarity the Assignment shall always remain “irrevocable”.  We will provide notice of such changes, by updating the “Last Updated” date at the beginning of this Agreement or providing notice through the Service or by informing the User by sending notice at the email address provided.

Law and Jurisdiction
This Agreement shall be governed by and will be construed in accordance with the laws of England and Wales. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English Courts.